|William Holden||Joe Gillis|
|Gloria Swanson||Norma Desmond|
|Erich von Stroheim||Max Von Mayerling|
|Nancy Olson||Betty Schaefer|
|Jack Webb||Artie Green|
|Cecil B. DeMille||Himself|
|Anna Q. Nilsson||Herself|
An aging silent film queen refuses to accept that her stardom has ended. She hires a young screenwriter to help set up her movie comeback. The screenwriter believes he can manipulate her, but he soon finds out he is wrong. The screenwriters ambivalence about their relationship and her unwillingness to let go leads to a situation of violence, madness, and death.